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Share Issuance and Disposal4194Visional,Inc.Information and Communications, Services and Others

Notice Concerning the Issuance of Stock Acquisition Rights (Paid Stock Options)

The Company resolved to issue 1,000 paid Series 31 stock acquisition rights to 4 of its directors. If all rights are exercised, up to 100,000 common shares will be issued.

Worth reading
63In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.25
% (dilution rate relative to the number of shares outstanding)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as paid stock options

Who receives how much

100,000 shares (1,000 stock acquisition rights, 100 shares per right)

4 of the Company’s directors100,000 shares (1,000 Stock Acquisition Rights)

The lower thin line represents the existing number of shares to which these shares will be added.

¥32,700 per stock acquisition right
Total issue value

¥32,700,000 (planned)

Amount of funds to be raised
Total payment for the stock acquisition rights: ¥32,700,000 (planned). Total value of the assets contributed upon exercise: ¥750,300,000 (planned)
発行済株式総数

0.25% (relative to 40,220,200 shares outstanding)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥7,503 per share. Adjustment provisions apply in the event of a stock split, reverse stock split, or issuance of new shares at a price below market value, among other events. Floor for adjustments: Not disclosed.
Exercise period
Start Date 23 April 2030 / End date 8 April 2036
Number of Stock Acquisition Rights
Total number to be issued: 1,000 (planned). Number of unexercised rights remaining: Not disclosed.
Reason for acquisition without consideration
Approval of a corporate reorganization or similar transaction; a failure to meet the exercise conditions for the stock acquisition rights; the holder’s waiver of all or part of the stock acquisition rights; or a resolution by the Board of Directors to acquire all or part of the stock acquisition rights in other circumstances.
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Conditions for lifting transfer restrictions
Approval by the Company’s Board of Directors is required to acquire the stock acquisition rights through a transfer. The number of rights that may be exercised is capped at 20% from 23 April 2030, 40% from 23 April 2031, 60% from 23 April 2032, 80% from 23 April 2033, and 100% from 23 April 2034 onward. Exercise is also conditional on consolidated net sales for each fiscal year from the fiscal year ending July 2026 through the fiscal year ending July 2028 meeting the target levels set out in the stock acquisition rights allotment agreement.
Categories and Number of Persons Covered
4 Company directors; 1,000 stock acquisition rights (100,000 underlying shares)
Payment date
23 April 2026
Basis for determining the amount to be paid
¥32,700 per stock acquisition right. The amount was determined with reference to the results calculated by the third-party valuation institution Focus Valuation Co., Ltd. using a Monte Carlo simulation and taking into account the Company’s share price information and other factors. Discount rate and premium rate: Not disclosed. The exercise price is ¥7,503, the closing price for common shares in regular trading on the Tokyo Stock Exchange on 7 April 2026.
Procedures under the Corporate Code of Conduct
Because the rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without obtaining approval at a shareholders’ meeting. The payment amount was determined with reference to a valuation by a third-party valuation institution.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as paid stock options
Number of shares to be issued or disposed of100,000 shares (1,000 stock acquisition rights, 100 shares per right)
Issue price and disposal price¥32,700 per stock acquisition right
Total issue value¥32,700,000 (planned)
Amount of funds to be raisedTotal payment for the stock acquisition rights: ¥32,700,000 (planned). Total value of the assets contributed upon exercise: ¥750,300,000 (planned)
Payment date23 April 2026
Intended allotteeName 4 of the Company’s directors / Number of Shares 100,000 shares (1,000 Stock Acquisition Rights)
Dilution Rate0.25% (relative to 40,220,200 shares outstanding)
Basis for determining the amount to be paid¥32,700 per stock acquisition right. The amount was determined with reference to the results calculated by the third-party valuation institution Focus Valuation Co., Ltd. using a Monte Carlo simulation and taking into account the Company’s share price information and other factors. Discount rate and premium rate: Not disclosed. The exercise price is ¥7,503, the closing price for common shares in regular trading on the Tokyo Stock Exchange on 7 April 2026.
Exercise priceThe initial exercise price is ¥7,503 per share. Adjustment provisions apply in the event of a stock split, reverse stock split, or issuance of new shares at a price below market value, among other events. Floor for adjustments: Not disclosed.
Exercise periodStart Date 23 April 2030 / End date 8 April 2036
Number of Stock Acquisition RightsTotal number to be issued: 1,000 (planned). Number of unexercised rights remaining: Not disclosed.
Conditions for lifting transfer restrictionsApproval by the Company’s Board of Directors is required to acquire the stock acquisition rights through a transfer. The number of rights that may be exercised is capped at 20% from 23 April 2030, 40% from 23 April 2031, 60% from 23 April 2032, 80% from 23 April 2033, and 100% from 23 April 2034 onward. Exercise is also conditional on consolidated net sales for each fiscal year from the fiscal year ending July 2026 through the fiscal year ending July 2028 meeting the target levels set out in the stock acquisition rights allotment agreement.
Reason for acquisition without considerationApproval of a corporate reorganization or similar transaction; a failure to meet the exercise conditions for the stock acquisition rights; the holder’s waiver of all or part of the stock acquisition rights; or a resolution by the Board of Directors to acquire all or part of the stock acquisition rights in other circumstances.
Categories and Number of Persons Covered4 Company directors; 1,000 stock acquisition rights (100,000 underlying shares)
Procedures under the Corporate Code of ConductBecause the rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without obtaining approval at a shareholders’ meeting. The payment amount was determined with reference to a valuation by a third-party valuation institution.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To raise the directors’ motivation and morale and strengthen the Company’s unity in pursuit of medium- to long-term earnings growth and increased corporate value. Exercise is conditional on the achievement of performance targets, which the Company explains will contribute to improving corporate and shareholder value.

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Notice Concerning the Issuance of Stock Acquisition Rights (Paid Stock Options) | Visional,Inc. (4194) timely disclosure | Komori